Securities code: Genbyte Technology Inc(003028) securities abbreviation: Genbyte Technology Inc(003028) Announcement No.: 2022008 Genbyte Technology Inc(003028)
Announcement on granting some restricted shares reserved in the 2021 incentive plan to incentive objects
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
·Reserved restricted stock grant date: March 4, 2022
·Number of reserved restricted shares granted: 438400 shares
·Grant price of reserved restricted shares: 21.16 yuan / share.
The reserved grant conditions specified in the Genbyte Technology Inc(003028) 2021 restricted stock and stock option incentive plan (Draft) (hereinafter referred to as the "incentive plan (Draft)") have been fulfilled. According to the authorization of Genbyte Technology Inc(003028) (hereinafter referred to as the "company") 2020 annual general meeting of shareholders, the company held the 18th (Interim) meeting of the second board of directors on March 4, 2022 The 17th (Interim) meeting of the second session of the board of supervisors deliberated and approved the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects, determined that the reserved granting date of restricted shares was March 4, 2022, and granted 438400 restricted shares to 94 eligible incentive objects at the price of 21.16 yuan / share. The relevant matters are explained as follows:
1、 Relevant approval procedures of the incentive plan have been performed
On April 2, 2021, The company held the 11th (Interim) meeting of the second board of directors, deliberated and approved the proposal on the company's incentive plan for restricted stocks and stock options in 2021 (Draft) and its summary, and the proposal on the company's measures for the implementation and assessment of incentive plan for restricted stocks and stock options in 2021 The independent directors of the company expressed independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The 12th (regular) meeting of the second board of directors was held on April 16, 2021, and the proposal on convening the 2020 annual general meeting of shareholders of the company was reviewed and adopted. The lawyer issued a legal opinion and the financial consultant issued an independent financial consultant report.
On April 2, 2021, the company held the 10th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company's measures for the implementation and assessment of 2021 restricted stock and stock option incentive plan Proposal on verifying the list of incentive objects first granted by the company's restricted stock and stock option incentive plan in 2021.
From April 23, 2021 to May 6, 2021, the company publicized the names and positions of the incentive objects granted by the incentive plan for the first time. During the publicity period, the board of supervisors of the company did not receive any objection and no feedback record. On May 7, 2021, the company disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the company's restricted stock and stock option incentive plan in 2021.
On May 12, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company's 2021 restricted stock and stock option incentive plan (Draft) and its summary, and the proposal on the company's measures for the administration of the examination of the implementation of 2021 restricted stock and stock option incentive plan Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
On May 27, 2021, the company disclosed the self inspection report on the trading of the company's shares by insiders and incentive objects of the restricted stock and stock option incentive plan in 2021.
On June 10, 2021, the 14th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects of restricted shares granted for the first time in the incentive plan of restricted shares and stock options in 2021 and adjusting the grant price of restricted shares and the exercise price of stock options The exercise price of stock options has been adjusted; The proposal on granting restricted stocks and stock options to incentive objects for the first time was reviewed and approved, and it was determined that June 10, 2021 was the first grant date to grant restricted stocks and stock options to incentive objects. The independent directors of the company expressed their independent opinions on this adjustment, the lawyer issued a legal opinion, and the financial consultant issued an independent financial consultant report.
On June 10, 2021, The 13th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects of restricted stocks and stock options granted for the first time in the incentive plan for restricted stocks and stock options in 2021 and the proposal on granting restricted stocks and stock options to incentive objects for the first time.
On July 2, 2021, the 15th (Interim) meeting of the second board of directors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the incentive plan of restricted stocks and stock options in 2021. The independent directors of the company expressed their independent opinions on this adjustment, and the lawyer issued a legal opinion.
On July 2, 2021, the 14th (Interim) meeting of the second board of supervisors of the company deliberated and approved the proposal on adjusting the list of incentive objects and the number of rights and interests granted in the 2021 restricted stock and stock option incentive plan.
On March 4, 2022, the company held the 18th (Interim) meeting of the second board of directors and the 17th (Interim) meeting of the second board of supervisors, The proposal on canceling some stock options and repurchasing some restricted shares that have been granted but not yet lifted, and the proposal on granting some restricted shares reserved in the 2021 incentive plan to incentive objects were reviewed and approved. The independent director has been granted with legal opinions on the above-mentioned achievement date, and the company has determined that the independent director has met the relevant conditions for granting the independent director; The lawyer issued a legal opinion.
2、 Description of achievements of some grant conditions reserved in 2021 incentive plan
According to the provisions on the granting conditions of restricted shares in the incentive plan, the incentive object shall meet the following conditions at the same time:
1. The company is not under any of the following circumstances:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
2. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
After careful verification, the board of Directors believes that the conditions for granting the reserved shares in the company's 2021 incentive plan have been met, There are no circumstances stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the "administrative measures") and the company's incentive plan for restricted shares and stock options in 2021 (Draft) (hereinafter referred to as the "incentive plan") that restricted shares cannot be granted or cannot become incentive objects, The grant of shares to the incentive object is subject to the restrictions.
3、 Granting of reserved restricted shares in the incentive plan in 2021
1. Reserved restricted stock grant date: March 4, 2022.
2. Number of reserved restricted shares granted: 438400 shares. The specific quantity distribution is as follows:
Share of restricted shares granted to the company in 2021 under this incentive plan
The number of incentive objects is limited to the total number of restricted shares and the total share capital at the end of the period
Quantity (10000 shares)
Proportion of (%)
middle manager
94 people 43.84 31.25 0.39%
And core backbone
Note: (1) the shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
(2) The incentive objects reserved and granted in this plan do not include independent directors, directors, supervisors, senior managers, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
3. Grant price of reserved restricted shares: 21.16 yuan / share.
When granting restricted shares to incentive objects, the company shall determine the grant price or the determination method of the grant price. The grant price shall not be lower than the par value of the shares, and in principle shall not be lower than the higher of the following prices:
(1) 50% of the average trading price of the company's shares on the reserved restricted stock grant date and one trading day before the meeting of the board of directors;
(2) 50% of the average trading price of the company's shares on the reserved restricted stock grant date and 20 trading days, 60 trading days or 120 trading days before the meeting of the board of directors.
4. Stock source: the company issues A-share common stock to the incentive object.
5. Validity period, vesting period and vesting arrangement of incentive plan
(1) Validity period of restricted stock incentive plan
The validity period of this incentive plan shall be no more than 60 months from the date of granting restricted shares to the date when all restricted shares granted to the incentive object are lifted or repurchased and cancelled.
(2) Sales restriction period of this incentive plan
The restricted stock sales period granted by the incentive plan is 12 months and 24 months respectively from the date of completion of the registration of the restricted stock granted to the incentive object.
The shares obtained by the incentive object due to the granted restricted shares that have not yet been lifted, such as the conversion of capital reserve into share capital, the distribution of stock dividends, stock subdivision and so on, shall be locked in accordance with the incentive plan and shall not be sold or transferred in the secondary market in other ways. The period of lifting the restriction on the sale of these shares is the same as that of the restricted shares, If the company repurchases the restricted shares that have not been lifted, these shares will be repurchased together.
After the restriction is lifted, the company will handle the lifting of the restriction for the incentive objects who meet the conditions for lifting the restriction. The restricted shares held by the incentive objects who do not meet the conditions for lifting the restriction will be repurchased and cancelled by the company in accordance with the provisions of this incentive plan.
(3) Lifting the restriction arrangement
The release period of restricted shares reserved for grant and the release schedule of each period are shown in the table below:
Release of restrictions on sales than release of restrictions on sales arrangement release of restrictions on sales time
example
The first trading day of reserved restricted shares shall be from the first trading day 12 months after the completion of registration of reserved grant to
50% on the last trading day within 24 months from the date of completion of the grant registration of a lifting of the restriction period
The first trading day of reserved restricted shares shall be from the first trading day 24 months after the completion of registration of reserved grant to
50% of the last trading day within 36 months from the date of completion of the grant registration of the second release period
During each period of lifting the restrictions, all restricted shares that cannot apply for lifting the restrictions because they fail to meet the conditions for lifting the restrictions will be repurchased and cancelled by the company, and the repurchase price is the grant price plus the deposit interest of the bank in the same period.
During the period of lifting the restriction, in addition to meeting the conditions for the above incentive objects to be granted restricted shares, the following assessment conditions must be met before the restricted shares granted to the incentive objects can be lifted.
1) Company level performance assessment requirements
The assessment year for the release of restrictions on the sale of some restricted shares reserved for grant in the incentive plan is two fiscal years from 2022 to 2023, one assessment in each fiscal year, and the performance assessment objectives of each year are shown in the table below:
Growth rate of annual operating income compared with 2020 (a) assessment year of lifting the restriction arrangement
Target value (AM)
